Classmates.com 2008 Annual Report Download - page 179

4. The first paragraph of Section 7(b) of the Original Agreement is hereby amended in its entirety to read as follows:
“If (i) your employment is terminated by the Company “without cause” (as defined below) prior to August 15, 2010, (ii) you execute
and deliver to the Company, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable
law) after the effective date of your termination of employment, a comprehensive agreement releasing the Company and its officers, directors,
employees, stockholders, subsidiaries, affiliates, representatives and other parties and containing such other and additional terms as the Company
deems satisfactory (the “ Release ”) and (iii) such Release becomes effective and enforceable after the expiration of any applicable revocation
period under federal or state law, then the Company will pay you a separation payment (the “ Separation Payment ”) equal to the sum of
(i) twelve (12) months of your then current monthly base salary, (ii) your Annual Bonus (as defined below), and (iii) a prorated portion of your
Annual Bonus (as defined below) based upon the time elapsed between December 31 of the preceding year and your date of termination. In
addition, notwithstanding the fourth sentence of Section 3 above but contingent upon your delivery of an effective and enforceable Release in
accordance with the foregoing provisions of this Section 7(b), if the date of such termination occurs following the end of a fiscal year and prior
to the date that you would have otherwise been entitled to be paid your annual bonus for that fiscal year, the Company will pay you an amount
equal to the annual bonus that you would have received had you remained employed by, and in good standing with, the Company through the
date the annual bonus for that fiscal year is paid in the following fiscal year, with that amount to be paid at the same time and manner that such
payment would have paid to you had you remained employed through such date, but in no event later than the last day of the fiscal year
immediately following fiscal year for which such bonus is earned.
Payment of this Separation Payment and the additional bonus amount (if any) under this Section 7(b) and the accelerated vesting of
your equity awards under Section 4, will each be contingent upon the satisfaction of the following requirements: (i) you execute and deliver to
the Company on a timely basis your required Release in accordance with this Section 7(b), (ii) such Release becomes effective and enforceable
after the expiration of any applicable revocation period under federal or state law and (iii) you continue to comply with the Proprietary
Information and Inventions Agreement and the restricted covenants set forth in Section 9 below.
The Separation Payment under this Section 7(b) will be payable in a series of twelve (12) successive equal monthly installments,
beginning on the first regular payday for the Company’s salaried employees, within the sixty (60)-day period following the date of your
“separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) as a result of your termination
“without cause” (as defined below), on which your executed Release is effective and enforceable in accordance with its terms following any
applicable revocation period, or as soon thereafter as administratively practicable, but in no event later than the last day of that sixty (60)-day
period on which such Release is effective and enforceable. Your right to each such monthly installment of the Separation Payment shall be
deemed, for purposes of Section 409A of the Code, to be a right to a series of separate payments. ”
5. The last paragraph of Section 7(b) of the Original Agreement is hereby deleted and replaced in its entirety as follows:
“If any payment or benefit received or to be received by you (including any payment or benefit received pursuant to this letter
agreement or otherwise) would be (in whole or part) subject